Resolution authorizing
the execution, terms, issuance, sale and payment of general obligation bonds
in the aggregate principal amount of not to exceed $203,780,000 of The Metropolitan
Government of Nashville and Davidson County (Tennessee) and amending Substitute
Resolution No. RS2006-1269, adopted April 18, 2006.

WHEREAS, the Metropolitan
County Council believes it to be in the Metropolitan Government's best interest
to issue general obligation bonds to retire its outstanding General Obligation
Commercial Paper maturing within 90 days after the delivery of the bonds authorized
hereunder, which was issued pursuant to initial resolutions RS2001-827, RS2002-1177,
RS2004-330, RS2004-576, and RS2005-848 adopted by the Metropolitan Council on
December 18, 2001, October 15, 2002, July 20, 2004, November 16, 2004 and August
16, 2005, respectively (the "Initial Resolutions"), and commercial
paper resolution RS2003-1496, adopted by the Metropolitan Council on June 17,
2003; and

WHEREAS, the Metropolitan
Council believes it to be in the Metropolitan Government's best interest to
issue general obligation bonds to finance one or more projects described in
the Initial Resolutions (the "Projects"), including interest during
construction and up to six months thereafter and all legal, fiscal, architectural,
administrative and engineering costs incident thereto and to pay a portion of
the costs incident to the issuance and sale of the bonds authorized herein,
and to reimburse the Metropolitan Government for funds previously spent therefor;

NOW THEREFORE,
BE IT RESOLVED BY THE METROPOLITAN COUNCIL OF THE METROPOLITAN GOVERNMENT OF
NASHVILLE AND DAVIDSON COUNTY (TENNESSEE) AS FOLLOWS:

ARTICLE I.

DEFINITIONS
Section 1.1. Definition of Terms. The following words and terms as used herein,
whether or not the words have initial capitals, shall have the following meanings,
unless the context or use indicates another or different meaning or intent,
and such definitions shall be equally applicable to both the singular and plural
forms of any of the words and terms herein defined:

"Act"
means collectively Title 9, Chapter 21 of the Tennessee Code Annotated, as amended.
"Authorized Officer of the Metropolitan Government" means the Metropolitan
Mayor, the Vice Mayor, or the Director of Finance, or, in the case of any act
to be performed or duty to be discharged, any other member, officer, or employee
of the Metropolitan Government then authorized to perform such act or discharge
such duty.
"Award Resolution" means the resolution to be hereafter adopted by
the Metropolitan Council which will, among other things, establish the interest
rate or rates payable on the Bonds.
"Bonds" means the General Obligation Bonds authorized by this Bond
Resolution.
"Bond Counsel" means an attorney or a firm of attorneys recognized
as having experience in matters relating to the issuance of state or local governmental
obligations, selected by an Authorized Officer of the Metropolitan Government.
"Bond Payment Date" means each date on which principal and/or interest
shall be payable on the Bonds so long as any of the Bonds shall be outstanding.
"Bond Resolution" means this resolution, as it may be amended from
time to time.
"Bondholder", "holder" and "registered owner"
means the registered owner of a Bond, including any nominee of a Depository.
"Book-Entry Form" or "Book-Entry System" means a form or
system, as applicable, under which physical Bond certificates in fully registered
form are issued to a Depository or to its nominee as Registered Owner, with
the certificated Bonds being held by and "immobilized" in the custody
of such Depository, and under which records maintained by persons, other than
the Metropolitan Government or the Registration Agent, constitute the written
record that identifies, and records the transfer of the beneficial "book-entry"
interests in those Bonds.
"Charter" means the Charter of The Metropolitan Government of Nashville
and Davidson County authorized in referendum on June 28, 1962, as amended.
"Closing Date" means the date of delivery and payment of the Bonds
(or any temporary Bonds as authorized by Section 3.6 hereof).
"Code" means the Internal Revenue Code of 1986, as amended, and the
applicable regulations of the United States Department of Treasury promulgated
thereunder.
"Commercial Paper" means $140,000,000 in aggregate principal amount
of the Metropolitan Government's outstanding General Obligation Commercial Paper
maturing within 90 days after the date of delivery of the Bonds.
"Defeasance Obligations" shall mean any obligations that, at the time
of the purchase thereof, are permitted investments under Tennessee law for the
purposes described in Article VI.
"Depository" means any securities depository that is a clearing agency
under federal laws operating and maintaining, with its participants or otherwise,
a Book-Entry System, including, but not limited to DTC.
"Director of Finance" means the Director of Finance of the Metropolitan
Government appointed pursuant to the provisions of the Charter or, in the absence
of such appointment or in the event the person so appointed is unable or incapable
of acting in such capacity, the person appointed by the Metropolitan Mayor to
perform the duties otherwise performed by the Director of Finance, or his designee.
"Director of Law" means the Director of Law of the Metropolitan Government
appointed pursuant to the provisions of the Charter or, in the absence of such
appointment or in the event the person so appointed is unable or incapable of
acting in such capacity, the person appointed by the Metropolitan Mayor to undertake
the duties otherwise performed by the Director of Law, or his designee.
"DTC" means the Depository Trust Company, a limited purpose company
organized under the laws of the State of New York, and its successors and assigns.
"DTC Participant(s)" means securities brokers and dealers, banks,
trust companies and clearing corporations that have access to the DTC system.
"Financial Advisor" means Public Financial Management, Inc.
"General Services District" means the General Services District of
the Metropolitan Government as defined and specified in the Charter.
"Initial Resolutions" means, collectively, resolutions RS2001-827,
RS2002-1177, RS2004-330, RS2004-576 and RS2005-848, adopted by the Metropolitan
Council on December 18, 2001, October 15, 2002, July 20, 2004, November 16,
2004 and August 16, 2005, respectively.
"Letter of Representation" means the Blanket Issuer Letter of Representations
to DTC of the Metropolitan Government, dated April 27, 1995.
"Metropolitan Clerk" means the Metropolitan Clerk of the Metropolitan
Government appointed pursuant to the provisions of the Charter or his or her
designee acting on his or her behalf pursuant to the Charter.
"Metropolitan Council" means the Metropolitan Council of the Metropolitan
Government elected pursuant to the provisions of the Charter.
"Metropolitan Government" means The Metropolitan Government of Nashville
and Davidson County (Tennessee).
"Metropolitan Mayor" means the Metropolitan Mayor elected pursuant
to the provisions of the Charter or his or her designee acting on her or his
behalf pursuant to the Charter.
"Metropolitan Treasurer" means The Metropolitan Treasurer of the Metropolitan
Government appointed pursuant to the provisions of the Charter, or his or her
designee acting on his or her behalf pursuant to the Charter.
"Official Statement" and "Preliminary Official Statement"
means that Official Statement and Preliminary Official Statement described in
Section 7.2 hereof pertaining to the sale of the Bonds.
"Outstanding," "Bonds Outstanding," or "Outstanding
Bonds" means, as of a particular date all Bonds issued and delivered under
this Bond Resolution except: (1) any Bond paid or redeemed or otherwise canceled
by the Metropolitan Government at or before such date; (2) any Bond for the
payment of which cash, equal to the principal amount thereof with interest to
date of maturity, shall have theretofore been deposited prior to maturity by
the Metropolitan Government for the benefit of the Owner thereof; (3) any Bond
for the redemption of which cash, equal to the redemption price thereof with
interest to the redemption date, shall have theretofore been deposited with
the Registration Agent and for which notice of redemption shall have been mailed
in accordance with this Bond Resolution; (4) any Bond in lieu of or in substitution
for which another Bond shall have been delivered pursuant to this Bond Resolution,
unless proof satisfactory to the Metropolitan Government is presented that any
Bond, for which a Bond in lieu of or in substitution therefor shall have been
delivered, is held by a bona fide purchaser, as that term is defined in Article
8 of the Uniform Commercial Code of the State, as amended, in which case both
the Bond in lieu of or in substitution for which a new bond has been delivered
and such new Bond so delivered therefor shall be deemed Outstanding; and, (5)
any Bond deemed paid under the provisions of Article VI of this Bond Resolution,
except that any such Bond shall be considered Outstanding until the maturity
or redemption date thereof only for the purposes of being exchanged, transferred,
or registered.
"Person" means an individual, partnership, corporation, trust, or
unincorporated organization, or a governmental entity or agency or political
subdivision thereof.
"Projects" shall have the meaning ascribed in the preamble.
"Registration Agent" means such registration and paying agent as shall
be designated by the Director of Finance, or its successor or successors hereafter
appointed in the manner provided in Article V hereof.
"Urban Services District" means the Urban Services District of the
Metropolitan Government as defined and specified in the Charter.
"Vice Mayor" means the Vice Mayor elected pursuant to the provisions
of the Charter or his or her designee acting on his or her behalf pursuant to
the Charter.

ARTICLE II.

AUTHORITY, PLEDGE,
AND LEVY
Section 2.1. Authority. In order to (i) retire the Commercial Paper at maturity;
(ii) fund the costs of the Projects; (iii) pay interest during construction
of the Projects and up to six months thereafter; (iv) reimburse the Metropolitan
Government for funds previously spent for the Projects; and (v) pay costs incident
to the sale and issuance of the Bonds, there shall be issued pursuant to, and
in accordance with, the provisions of the Act, the Charter, the Initial Resolutions,
and other applicable provisions of law, general obligation bonds of the Metropolitan
Government in an aggregate principal amount of not to exceed $203,780,000.
Section 2.2. Pledge. The Bonds, including the principal thereof and the premium,
if any, and interest thereon, shall be payable from ad valorem taxes to be levied
for such purpose on all taxable property in the General Services District without
limit as to time, rate, or amount. Said Bonds shall be direct general obligations
of the Metropolitan Government, and the full faith and credit of the Metropolitan
Government, together with the taxing power of the Metropolitan Government as
to all taxable property in the General Services District, are hereby irrevocably
pledged. The principal of and the premium, if any, and interest on, said Bonds
may be paid from the debt service fund of the General Services District for
debt service attributable to projects in the General Services District financed
by the Commercial Paper, from the debt service fund of the Urban Services District
for debt service attributable to projects in the Urban Services District financed
by the Commercial Paper, and from the school debt service fund for debt service
attributable to school projects financed by the Commercial Paper.
Section 2.3. Levy of Taxes. For the purpose of providing for the payment of
the principal of, and the premium, if any, and interest on, the Bonds, there
shall be levied in each year in which such Bonds shall be outstanding a direct
tax on all taxable property in the General Services District and Urban Services
District, fully sufficient to pay all such principal, premium, if any, and interest
falling due prior to the time of collection of the next succeeding tax levy;
provided, however, taxes so levied in the General Services District shall be
levied in an amount sufficient to pay that portion of such principal, premium
and interest attributable to school projects and projects in the General Services
District financed by the Commercial Paper; and the taxes so levied in the Urban
Services District shall be levied in an amount sufficient to pay that portion
of such principal, premium and interest attributable to projects in the Urban
Services District financed by the Commercial Paper; provided, further, however,
that the Metropolitan Government shall be unconditionally and irrevocably obligated
to levy and collect ad valorem taxes without limit as to rate or amount on all
taxable property in the General Services District to the full extent necessary
to pay all principal, premium and interest on the Bonds, and the full faith
and credit of Metropolitan Government shall be pledged to the payment thereof.
Said tax shall be assessed, collected, and paid at the time, and in the same
manner, as the other taxes of the Metropolitan Government, shall be in addition
to all other taxes, and shall be without limitation as to time, rate, or amount.
Principal, premium, if any, and interest, on any of the Bonds, falling due at
any time when there shall be insufficient funds on hand from such tax levy for
the payment thereof shall be paid from current funds of the Metropolitan Government,
but reimbursement therefor may be made from the taxes herein provided when the
same shall have been collected.

ARTICLE III.

FORM, TERMS, EXECUTION,
AND TRANSFER OF BONDS
Section 3.1. Authorized Bonds; Limited Obligations. No Bonds may be issued under
the provisions of this Bond Resolution except in accordance with the provisions
of this Article. The aggregate principal amount of Bonds that may be issued
under the Bond Resolution shall not exceed $203,780,000.
Section 3.2. Form of Bonds; Execution.
(a) The Bonds are issuable only as fully registered bonds, without coupons,
in the denomination of $5,000 or any integral multiple thereof (but no single
Bond shall represent installments of principal maturing on more than one date).
All Bonds issued under the Resolution shall be substantially in the form set
forth in Exhibit A attached hereto, with such appropriate variations, omissions,
and insertions as are permitted or required by this Bond Resolution, the blanks
therein to be appropriately completed when the Bonds are prepared, and may have
endorsed thereon such legends or text as may be necessary or appropriate to
conform to any applicable rules and regulations of any governmental authority
or any usage or requirement of law with respect thereto or as otherwise desired
by the Metropolitan Government.
(b) The Bonds shall be executed in such manner as may be prescribed by applicable
law in the name, and on behalf of, the Metropolitan Government with the manual
or facsimile signature of the Metropolitan Mayor, and with the official seal,
or a facsimile thereof, of the Metropolitan Government impressed or imprinted
thereon, attested by the manual or facsimile signature of the Metropolitan Clerk,
and approved as to form and legality by the Director of Law by his manual or
facsimile signature.
(c) In the event any officer whose manual or facsimile signature shall appear
on any Bond shall cease to be such officer before the delivery of such Bond,
such manual or such facsimile signature shall nevertheless be valid and sufficient
for all purposes as if he or she had remained in office until such delivery.
Any Bond may bear the facsimile signature of, or may be manually signed by,
such individuals who, at the actual time of the execution of such Bond, were
the proper officers of the Metropolitan Government to sign such Bond, although
on the date of the adoption by the Metropolitan Government of this Resolution,
such individuals may not have been such officers.
Section 3.3. Maturities, Interest Rates, and Certain Other Provisions of Bonds.
(a) The Bonds shall be designated "General Obligation Bonds, Series 2006B"
or such other designation as shall be determined pursuant to Section 7.1 hereof.
The Bonds shall be dated the Closing Date or such other date as shall be established
pursuant to Section 7.1 hereof. The Bonds shall bear interest from the date
thereof at a rate not exceeding an aggregate true interest cost of 5.50% per
annum, such interest being payable semi-annually on the first day of February
and August of each year, commencing August 1, 2006. Subject to adjustments permitted
in Section 7.1 hereof, the Bonds shall mature, subject to prior redemption as
hereinafter provided, either serially or through mandatory redemption, commencing
on August 1, 2007, and continuing on the first day of August of each year thereafter
through and including August 1, 2026, the final maturity date, in such amounts
as shall be established in the Award Resolution.
(b) The Bonds shall be payable, principal, premium, if any, and interest, in
lawful money of the United States of America at the principal corporate trust
office of the Registration Agent. The Registration Agent shall make all interest
payments with respect to the Bonds on each interest payment date directly to
the registered owners as shown on the Bond registration records maintained by
the Registration Agent as of the close of business on the day which is fifteen
days preceding an interest payment date (the "Regular Record Date")
by check or draft mailed to such owners at their addresses shown on said Bond
registration records, without, except for final payment, the presentation or
surrender of such registered Bonds, and all such payments shall discharge the
obligations of the Metropolitan Government in respect of such Bonds to the extent
of the payments so made. Payment of principal of and premium, if any, on the
Bonds shall be made upon presentation and surrender of such Bonds to the Registration
Agent as the same shall become due and payable. All rates of interest specified
herein shall be computed on the basis of a three hundred sixty (360) day year
composed of twelve (12) months of thirty (30) days each. In the event the Bonds
are no longer registered in the name of DTC or its successor or assigns, if
requested by the Owner of at least $1,000,000 in aggregate principal amount
of the Bonds, payment of interest on such Bonds shall be paid by wire transfer
to a bank within the continental United States or deposited to a designated
account if such account is maintained with Registration Agent and written notice
of any such election and designated account is given to the Registration Agent
prior to the record date.
(c) Any interest on any Bond which is payable but is not punctually paid or
duly provided for on any interest payment date (hereinafter "Defaulted
Interest") shall forthwith cease to be payable to the registered owner
on the relevant Regular Record Date; and, in lieu thereof, such Defaulted Interest
shall be paid by the Metropolitan Government to the persons in whose names the
Bonds are registered at the close of business on a date (the "Special Record
Date") for the payment of such Defaulted Interest, which shall be fixed
in the following manner: the Metropolitan Government shall notify the Registration
Agent in writing of the amount of Defaulted Interest proposed to be paid on
each Bond and the date of the proposed payment, and at the same time the Metropolitan
Government shall deposit with the Registration Agent an amount of money equal
to the aggregate amount proposed to be paid in respect of such Defaulted Interest
or shall make arrangements satisfactory to the Registration Agent for such deposit
prior to the date of the proposed payment, such money when deposited to be held
in trust for the benefit of the persons entitled to such Defaulted Interest
as in this Section provided. Thereupon, not less than ten (10) days after the
receipt by the Registration Agent of the notice of the proposed payment, the
Registration Agent shall fix a Special Record Date for the payment of such Defaulted
Interest which Date shall be not more than fifteen (15) nor less than ten (10)
days prior to the date of the proposed payment to the registered owners. The
Registration Agent shall promptly notify the Metropolitan Government of such
Special Record Date and, in the name and at the expense of the Metropolitan
Government, not less than ten (10) days prior to such Special Record Date, shall
cause notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor to be mailed, first class postage prepaid, to each registered
owner at the address thereof as it appears in the Bond registration records
maintained by the Registration Agent as of the date of such notice. Nothing
contained in this Section or in the Bonds shall impair any statutory or other
rights in law or in equity of any registered owner arising as a result of the
failure of the Metropolitan Government to punctually pay or duly provide for
the payment of principal of, premium, if any, and interest on the Bonds when
due.
Section 3.4. Negotiability of Bonds. All Bonds issued under this Resolution
shall be negotiable, subject to the provisions for registration and transfer
contained in this Resolution and in the Bonds.Section 3.5.
Registration, Transfer and Exchange of Bonds.
(a) The Bonds are transferable only by presentation to the Registration Agent
by the registered owner, or his legal representative duly authorized in writing,
of the registered Bond(s) to be transferred with the form of assignment on the
reverse side thereof completed in full and signed with the name of the registered
owner as it appears upon the face of the Bond(s) accompanied by appropriate
documentation necessary to prove the legal capacity of any legal representative
of the registered owner. Upon receipt of the Bond(s) in such form and with such
documentation, if any, the Registration Agent shall issue a new Bond or Bonds
to the assignee(s) in $5,000 denominations, or integral multiples thereof, as
requested by the registered owner requesting transfer. The Registration Agent
shall not be required to transfer or exchange any Bond during the period commencing
on a Regular or Special Record Date and ending on the corresponding interest
payment date of such Bond, nor to transfer or exchange any Bond after the publication
of notice calling such Bond for redemption has been made, nor to transfer or
exchange any Bond during the period following the receipt of instructions from
the Metropolitan Government to call such Bond for redemption; provided, the
Registration Agent, at its option, may make transfers after any of said dates.
No charge shall be made to any registered owner for the privilege of transferring
any Bond, provided that any transfer tax relating to such transaction shall
be paid by the registered owner requesting transfer. The person in whose name
any Bond shall be registered shall be deemed and regarded as the absolute owner
thereof for all purposes and neither the Metropolitan Government nor the Registration
Agent shall be affected by any notice to the contrary whether or not any payments
due on the Bonds shall be overdue. Bonds, upon surrender to the Registration
Agent, may, at the option of the registered owner, be exchanged for an equal
aggregate principal amount of Bonds of the same maturity in any authorized denomination
or denominations.
(b) Except as otherwise provided in this subsection, the Bonds shall be registered
in the name of Cede & Co., as nominee of DTC, which will act as securities
depository for the Bonds. References in this Section to a Bond or the Bonds
shall be construed to mean the Bond or the Bonds that are held under the Book-Entry
System. One Bond for each maturity shall be issued to DTC and immobilized in
its custody. Unless otherwise provided herein, a Book-Entry System shall be
employed, evidencing ownership of the Bonds in authorized denominations, with
transfers of beneficial ownership effected on the records of DTC and the DTC
Participants pursuant to rules and procedures established by DTC.
Each DTC Participant shall be credited in the records of DTC with the amount
of such DTC Participant's interest in the Bonds. Beneficial ownership interests
in the Bonds may be purchased by or through DTC Participants. The holders of
these beneficial ownership interests are herein referred to as the "Beneficial
Owners." The Beneficial Owners shall not receive the Bonds representing
their beneficial ownership interests. The ownership interests of each Beneficial
Owner shall be recorded through the records of the DTC Participant from which
such Beneficial Owner purchased its Bonds. Transfers of ownership interests
in the Bonds shall be accomplished by book entries made by DTC and, in turn,
by DTC Participants acting on behalf of Beneficial Owners. SO LONG AS CEDE &
CO., AS NOMINEE FOR DTC, IS THE REGISTERED OWNER OF THE BONDS, THE REGISTRATION
AGENT SHALL TREAT CEDE & CO., AS THE ONLY HOLDER OF THE BONDS FOR ALL PURPOSES
UNDER THIS RESOLUTION, INCLUDING RECEIPT OF ALL PRINCIPAL OF, PREMIUM, IF ANY,
AND INTEREST ON THE BONDS, RECEIPT OF NOTICES, VOTING AND REQUESTING OR DIRECTING
THE REGISTRATION AGENT TO TAKE OR NOT TO TAKE, OR CONSENTING TO, CERTAIN ACTIONS
UNDER THIS BOND RESOLUTION.
Payments of principal, interest, and redemption premium, if any, with respect
to the Bonds, so long as DTC is the only owner of the Bonds, shall be paid by
the Registration Agent directly to DTC or its nominee, Cede & Co., as provided
in the Letter of Representation. DTC shall remit such payments to DTC Participants,
and such payments thereafter shall be paid by DTC Participants to the Beneficial
Owners. Neither the Metropolitan Government nor the Registration Agent shall
be responsible or liable for payment by DTC or DTC Participants, for sending
transaction statements or for maintaining, supervising or reviewing records
maintained by DTC or DTC Participants.
In the event that (1) DTC determines not to continue to act as securities depository
for the Bonds or (2) the Metropolitan Government determines that the continuation
of the Book-Entry System of evidence and transfer of ownership of the Bonds
would adversely affect their interests or the interests of the Beneficial Owners
of the Bonds, the Metropolitan Government may discontinue the Book-Entry System
with DTC. If the Metropolitan Government fails to identify another qualified
securities depository to replace DTC, the Metropolitan Government shall cause
the Registration Agent to authenticate and deliver replacement Bonds in the
form of fully registered Bonds to each Beneficial Owner.
NEITHER THE METROPOLITAN GOVERNMENT NOR THE REGISTRATION AGENT SHALL HAVE ANY
RESPONSIBILITY OR OBLIGATIONS TO ANY DTC PARTICIPANT OR ANY BENEFICIAL OWNER
WITH RESPECT TO (i) THE BONDS; (ii) THE ACCURACY OF ANY RECORDS MAINTAINED BY
DTC OR ANY DTC PARTICIPANT; (iii) THE PAYMENT BY DTC OR ANY DTC PARTICIPANT
OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL OF AND
INTEREST ON THE BONDS; (iv) THE DELIVERY OR TIMELINESS OF DELIVERY BY DTC OR
ANY DTC PARTICIPANT OF ANY NOTICE DUE TO ANY BENEFICIAL OWNER THAT IS REQUIRED
OR PERMITTED UNDER THE TERMS OF THIS BOND RESOLUTION TO BE GIVEN TO BENEFICIAL
OWNERS, (v) THE SELECTION OF BENEFICIAL OWNERS TO RECEIVE PAYMENTS IN THE EVENT
OF ANY PARTIAL REDEMPTION OF THE BONDS; OR (vi) ANY CONSENT GIVEN OR OTHER ACTION
TAKEN BY DTC, OR ITS NOMINEE, CEDE & CO., AS OWNER.
SO LONG AS A BOOK-ENTRY SYSTEM OF EVIDENCE OF TRANSFER OF OWNERSHIP OF ALL THE
BONDS IS MAINTAINED IN ACCORDANCE HEREWITH, THE PROVISIONS OF THIS RESOLUTION
RELATING TO THE DELIVERY OF PHYSICAL BOND CERTIFICATES SHALL BE DEEMED INAPPLICABLE
OR BE OTHERWISE SO CONSTRUED AS TO GIVE FULL EFFECT TO SUCH BOOK-ENTRY SYSTEM.
IF THE PROVISIONS OF THE LETTER OF REPRESENTATION SHALL BE IN CONFLICT WITH
THE PROVISIONS OF THIS RESOLUTION AS SAID PROVISIONS RELATE TO DTC, THE PROVISIONS
OF THE LETTER OF REPRESENTATION SHALL CONTROL.
Section 3.6. Authorization and Preparation of Temporary Bonds.
(a) Without unreasonable delay after the sale thereof, the Metropolitan Government
shall cause definitive Bonds to be prepared, executed, and delivered to the
purchaser or purchasers thereof, which Bonds shall be fully engraved (as that
term is customarily used) or lithographed or printed on steel engraved borders,
or, if acceptable to the purchaser or purchasers of such Bonds (such acceptance
to be conclusively evidenced by the acceptance of such Bonds by such purchaser
or purchasers), such definitive Bonds may be typewritten, printed, photocopied,
or any combination of the foregoing. Until such definitive Bonds are ready for
delivery, there may be executed by the Metropolitan Government, and upon request
by an Authorized Officer of the Metropolitan Government, the Registration Agent
shall also authenticate and deliver, in lieu of definitive Bonds and subject
to the same limitations and conditions, temporary typewritten, printed, engraved,
lithographed, or photocopied Bonds, or Bonds having any combination of the foregoing,
as prepared and executed by the Metropolitan Government, which temporary Bonds
shall be substantially of the tenor of such definitive Bonds but with such appropriate
omissions, insertions, and variations as may be required.
(b) Until definitive Bonds are ready for delivery, any temporary Bond may be
exchanged at the principal corporate trust office of the Registration Agent,
without charge to the Bondholder, for in equal aggregate principal amount of
temporary Bonds of like tenor, of the same maturity and bearing interest at
the same rate.
(c) When and after definitive Bonds are ready for delivery, the Registration
Agent, upon surrender to the Registration Agent at the principal corporate trust
office of the Registration Agent of a temporary Bond or Bonds, shall cancel
such temporary Bond or Bonds and authenticate and deliver in exchange therefor,
without charge to such Bondholder, a definitive Bond or Bonds in an equal aggregate
principal amount, and having the same maturity or maturities, interest rate
or rates, and registration and redemption provisions as the temporary Bond or
Bonds surrendered. Until so exchanged, the temporary Bonds shall in all respects
be entitled to the same benefits and security of the Resolution as the definitive
Bonds to be issued under such Resolution.
(d) Interest on temporary Bonds, when due and payable, if the definitive Bonds
shall not be ready for exchange, shall be paid on presentation of such temporary
Bonds and notation of such payment shall be endorsed thereon.
(e) All temporary Bonds surrendered in exchange for a definitive Bond or Bonds
shall forthwith be canceled.
Section 3.7. Mutilated, Lost, Stolen, or Destroyed Bonds.
(a) In the event any Bond is mutilated, lost, stolen, or destroyed, the Metropolitan
Government may execute, and upon the request of an Authorized Officer of the
Metropolitan Government the Registration Agent shall authenticate and deliver,
a new Bond of like maturity, interest rate, and principal amount, and bearing
the same number (but with appropriate designation indicating that such new Bond
is a replacement Bond) as the mutilated, destroyed, lost, or stolen Bond, in
exchange for the mutilated Bond or in substitution for the Bond so destroyed,
lost, or stolen. In every case of exchange or substitution, the Bondholder shall
furnish to the Metropolitan Government and the Registration Agent: (1) such
security or indemnity as may be required by them to save each of them harmless
from all risks, however remote; and, (2) evidence to their satisfaction of the
mutilation, destruction, loss, or theft of the subject Bond and the ownership
thereof. Upon the issuance of any Bond upon such exchange or substitution, the
Metropolitan Government and the Registration Agent may require the Owner thereof
to pay a sum sufficient to defray any tax or other governmental charge that
may be imposed in relation thereto and any other expenses, including printing
costs and counsel fees, of the Metropolitan Government and the Registration
Agent. In the event any Bond which has matured or is about to mature shall become
mutilated or be destroyed, lost, or stolen, the Metropolitan Government may,
instead of issuing a Bond in exchange or substitution therefor, pay or authorize
the payment of the same (without surrender thereof except in the case of a mutilated
Bond) if the Owner thereof shall pay all costs and expenses, including attorneys
fees, incurred by the Metropolitan Government and the Registration Agent in
connection herewith, as well as a sum sufficient to defray any tax or other
governmental charge that may be imposed in relation thereto and shall furnish
to the Metropolitan Government and the Registration Agent such security or indemnity
as they may require to save them harmless and evidence to the satisfaction of
the Metropolitan Government and the Registration Agent the mutilation, destruction,
loss, or theft of such Bond and of the ownership thereof.
(b) Every Bond issued pursuant to the provisions of this section shall constitute
an additional contractual obligation of the Metropolitan Government (whether
or not the destroyed, lost, or stolen Bond shall be found at any time to be
enforceable) and shall be entitled to all the benefits of this Bond Resolution
equally and proportionately with any and all other bonds duly issued under this
Bond Resolution.
(c) All Bonds shall be held and owned upon the express condition that the provisions
of this Section are exclusive, with respect to the replacement or payment of
mutilated, destroyed, lost, or stolen Bonds, and, to the maximum extent legally
permissible, shall preclude all other rights or remedies, notwithstanding any
law or statute now existing or hereafter enacted to the contrary.
Section 3.8. Authentication. The Registration Agent is hereby authorized to
authenticate and deliver the Bonds to the Underwriter or as it may designate
upon receipt by the Metropolitan Government of the proceeds of the sale thereof,
to authenticate and deliver Bonds in exchange for Bonds of the same principal
amount delivered for transfer upon receipt of the Bond(s) to be transferred
in proper form with proper documentation as hereinabove described. The Bonds
shall not be valid for any purpose unless authenticated by the Registration
Agent by the manual signature of an officer thereof on the certificate set forth
herein on the Bond form.
Section 3.9. Qualification for DTC. The Registration Agent is hereby authorized
to take such actions as may be necessary from time to time to qualify and maintain
the Bonds for deposit with DTC, including but not limited to, wire transfers
of interest and principal payments with respect to the Bonds, utilization of
electronic book entry data received from DTC in place of actual delivery of
Bonds and provision of notices with respect to Bonds registered by the DTC (or
any of its designees identified to the Registration Agent) by overnight delivery,
courier service, telegram, telecopy or other similar means of communication.
No such arrangements with DTC may adversely affect the interest of any of the
Owners of the Bonds, provided, however, that the Registration Agent shall not
be liable with respect to any such arrangements it may make pursuant to this
section.

ARTICLE IV.

REDEMPTION OF BONDS
PRIOR TO MATURITY
Section 4.1. Redemption Dates and Prices.
(a) Except as otherwise herein provided in this Section, no Bond shall be subject
to redemption prior to its respective maturity.
(b) Subject to adjustments permitted in Section 7.1 hereof, Bonds maturing on
August 1, 2017 and thereafter shall be subject to redemption prior to maturity
at the option of the Metropolitan Government on or after August 1, 2016, as
a whole or in part at any time at the price of par plus interest accrued to
the redemption date. If less than all the Bonds shall be called for redemption,
the maturities to be redeemed shall be selected by the Metropolitan Council
in its discretion. If less than all of the bonds within a single maturity shall
be called for redemption, the interests within the maturity to be redeemed shall
be selected as follows:
(i) if the bonds are being held under a Book-Entry System by DTC, or a successor
Depository, the amount of the interest of each DTC Participant in the Bonds
to be redeemed shall be determined by DTC, or such successor Depository, by
lot or such other manner as DTC, or such successor Depository, shall determine;
or
(ii) if the Bonds are not being held under a Book-Entry System by DTC, or a
successor Depository, the Bonds within the maturity to be redeemed shall be
selected by the Registration Agent by lot or such other random manner as the
Registration Agent in its discretion shall determine.
(c) Pursuant to Section 7.1 hereof, the Metropolitan Mayor and the Director
of Finance, or either of them, are authorized to sell the Bonds, or any maturities
thereof, as term bonds with mandatory redemption requirements corresponding
to the maturities established pursuant to the terms hereof. In the event any
or all the Bonds are sold as term Bonds, the Metropolitan Government shall redeem
term Bonds on redemption dates corresponding to the maturity dates set forth
herein, in aggregate principal amounts equal to the amounts established in the
Award Resolution for each redemption date at a price of par plus accrued interest
thereon to the date of redemption. The interest of each Participant in the term
Bonds to be so redeemed shall be selected by DTC, or such Person as shall then
be serving as the securities depository for the Bonds, using its procedures
generally in use at that time. If DTC, or another securities depository is no
longer serving as securities depository for the Bonds, the term Bonds to be
so redeemed shall be selected by the Registration Agent by lot or such other
random manner as the Registration Agent in its discretion shall select.
At its option, to be exercised on or before the forty-fifth (45th) day next
preceding any such redemption date, the Metropolitan Government may (i) deliver
to the Registration Agent for cancellation Bonds to be redeemed, in any aggregate
principal amount desired, and/or (ii) receive a credit in respect of its redemption
obligation under this mandatory redemption provision for any Bonds of the maturity
to be redeemed which prior to said date have been purchased or redeemed (otherwise
than through the operation of this mandatory sinking fund redemption provision)
and canceled by the Registration Agent and not theretofore applied as a credit
against any redemption obligation under this mandatory sinking fund provision.
Each Bond so delivered or previously purchased or redeemed shall be credited
by the Registration Agent at 100% of the principal amount thereof on the obligation
of the Metropolitan Government on such payment date and any excess shall be
credited on future redemption obligations in chronological order, and the principal
amount of Bonds to be redeemed by operation of this mandatory sinking fund provision
shall be accordingly reduced. The Metropolitan Government shall on or before
the forty-fifth (45th) day next preceding each payment date furnish the Registration
Agent with its certificate indicating whether or not and to what extent the
provisions of clauses (i) and (ii) of this subsection are to be availed of with
respect to such payment and confirm that funds for the balance of the next succeeding
prescribed payment will be paid on or before the next succeeding payment date.
Section 4.2. Notice of Redemption. Notice of call for redemption, whether optional
or mandatory, shall be given by the Registration Agent on behalf of the Metropolitan
Government not less than thirty (30) nor more than sixty (60) days prior to
the date fixed for redemption by sending an appropriate notice to the registered
owners of the Bonds to be redeemed by first-class mail, postage prepaid, at
the addresses shown on the Bond registration records of the Registration Agent
as of the date of the notice; but neither failure to mail such notice nor any
defect in any such notice so mailed shall affect the sufficiency of the proceedings
for redemption of any of the Bonds for which proper notice was given. A redemption
notice may be revoked by mailing, postage prepaid, at least 15 days before the
proposed redemption date, a revocation notice to registered owners of any Bonds
to have been redeemed. The Registration Agent shall mail said notices, in the
case of mandatory redemption of term Bonds, as and when provided herein and
in the Bonds, and, in the case of optional redemption, as and when directed
by the Metropolitan Government pursuant to written instructions from an Authorized
Representative of the Metropolitan Government given at least forty-five (45)
days prior to the redemption date (unless a shorter notice period shall be satisfactory
to the Registration Agent).
Section 4.3. Payment of Redeemed Bonds.
(a) If notice of redemption shall have been given in the manner and under the
conditions provided in Section 4.2 hereof and if on the date so designated for
redemption the Registration Agent shall hold sufficient monies to pay the redemption
price of, and interest to the redemption date on, the Bonds to be redeemed as
provided in this Bond Resolution, then: (1) the Bonds so called for redemption
shall become and be due and payable at the redemption price provided for redemption
of such Bonds on such date; (2) interest on the Bonds so called for redemption
shall cease to accrue; and, (3) such Bonds shall no longer be Outstanding or
secured by, or be entitled to, the benefits of the Resolution, except to receive
payment of the redemption price thereof and interest thereon from monies then
held by the Registration Agent.
(b) If on the redemption date, monies for the redemption of all Bonds or portions
thereof to be redeemed, together with interest thereon to the redemption date,
shall not be held by the Registration Agent so as to be available therefor on
such date, the Bonds or portions thereof so called for redemption shall continue
to bear interest until paid at the same rate as they would have borne had they
not been called for redemption and shall continue to be secured by and be entitled
to the benefits of the Resolution.

ARTICLE V.

REGISTRATION AGENT
Section 5.1. Appointment and Acceptance of Duties.
(a) The Metropolitan Government hereby authorizes the Director of Finance to
appoint the registration and paying agent with respect to the Bonds and authorizes
and directs the Registration Agent to maintain Bond registration records with
respect to the Bonds, to authenticate and deliver the Bonds as provided herein,
either at original issuance, upon transfer, or as otherwise directed by the
Metropolitan Government, to effect transfers of the Bonds, to give all notices
of redemption as required herein, to make all payments of principal and interest
with respect to the Bonds as provided herein, to cancel and destroy Bonds which
have been paid at maturity or upon earlier redemption or submitted for exchange
or transfer, to furnish the Metropolitan Government at least annually a certificate
of destruction with respect to Bonds canceled and destroyed, and to furnish
the Metropolitan Government at least annually an audit confirmation of Bonds
paid, Bonds Outstanding and payments made with respect to interest on the Bonds.
The Metropolitan Mayor and the Director of Finance, or either of them is hereby
authorized to execute and the Metropolitan Clerk is hereby authorized to attest
such written agreement between the Metropolitan Government and the Registration
Agent as they shall deem necessary or proper with respect to the obligations,
duties and rights of the Registration Agent. The payment of all reasonable fees
and expenses of the Registration Agent for the discharge of its duties and obligations
hereunder or under any such agreement is hereby authorized and directed.
Section 5.2. Permitted Acts and Functions. The Registration Agent may become
the Owner of any Bonds, with the same rights as it would have if it were not
a Registration Agent. The Registration Agent may act as an underwriter or fiscal
agent in connection with the sale of the Bonds or of any other securities offered
or issued by the Metropolitan Government.
Section 5.3. Resignation or Removal of the Registration Agent and Appointment
of Successors.
(a) The Registration Agent may at any time resign and be discharged of the duties
and obligations created by the Bond Resolution by giving at least sixty (60)
calendar days' written notice to the Director of Finance. The Registration Agent
may be removed at any time by the Director of Finance, provided that such removal
does not constitute a breach of any contractual agreement with any such Registration
Agent, by filing written notice of such removal with such Registration Agent.
Any successor Registration Agent shall be appointed by the Director of Finance
and shall be a trust company or a bank having the powers of a trust company,
having a combined capital, surplus, and undivided profits aggregating at least
Seventy-Five Million Dollars ($75,000,000), willing to accept the office of
Registration Agent on reasonable and customary terms and authorized by law to
perform all the duties imposed upon it by the Bond Resolution.
(b) In the event of the resignation or removal of the Registration Agent, such
Registration Agent shall pay over, assign and deliver any monies and securities
held by it as Registration Agent, and all books and records and other properties
held by it as Registration Agent, to its successor, or if there be no successor
then appointed, to the Director of Finance until such successor be appointed.
Section 5.4. Merger or Consolidation of Registration Agent. Any corporation
or association into which the Registration Agent may be converted or merged,
or with which it may be consolidated, or to which it may sell or transfer its
trust business and assets as a whole, or substantially as a whole, or any corporation
or association resulting from any such conversion, sale, merger, consolidation,
or transfer to which it is a party shall be and become successor Registration
Agent hereunder and shall be vested with all the trusts, powers, discretion,
immunities, privileges, and other matters as was its predecessor, without the
execution or filing of any instrument or any further act, deed, or conveyance
on the part of any of the parties hereto, anything herein contained to the contrary
notwithstanding. Upon any such conversion, merger, consolidation, sale or transfer,
the Director of Finance shall have the right and option, upon notice to such
converted, merged, consolidated or acquiring entity, to remove such entity and
appoint a successor thereto pursuant to the procedures and requirements set
forth in Section 5.3 hereof.

ARTICLE VI.

DEFEASANCE OF BONDS
Section 6.1. Defeasance of Bonds. If the Metropolitan Government shall pay and
discharge the indebtedness evidenced by any of the Bonds in any one or more
of the following ways, to wit:
(a) By paying or causing to be paid, by deposit of sufficient funds as and when
required with the Registration Agent, the principal of and interest on such
Bonds as and when the same become due and payable;
(b) By depositing or causing to be deposited with any trust company or financial
institution whose deposits are insured by the Federal Deposit Insurance Corporation
or similar federal agency and which has trust powers ("an Agent";
which Agent may be the Registration Agent) in trust or escrow, on or before
the date of maturity or redemption, sufficient money or Defeasance Obligations,
as hereafter defined, the principal of and interest on which, when due and payable,
will provide sufficient moneys to pay or redeem such Bonds and to pay premium,
if any, and interest thereon when due until the maturity or redemption date
(provided, if such Bonds are to be redeemed prior to maturity thereof, proper
notice of such redemption shall have been given or adequate provision shall
have been made for the giving of such notice); or
(c) By delivering such Bonds to the Registration Agent, for cancellation by
it;
and if the Metropolitan Government shall also pay or cause to be paid all other
sums payable hereunder by the Metropolitan Government with respect to such Bonds,
or make adequate provision therefor, and by resolution of the Governing Body
instruct any such Agent to pay amounts when and as required to the Registration
Agent for the payment of principal of and interest and redemption premiums,
if any, on such Bonds when due, then and in that case the indebtedness evidenced
by such Bonds shall be discharged and satisfied and all covenants, agreements
and obligations of the Metropolitan Government to the holders of such Bonds
shall be fully discharged and satisfied and shall thereupon cease, terminate
and become void.
If the Metropolitan Government shall pay and discharge the indebtedness evidenced
by any of the Bonds in the manner provided in either clause (a) or clause (b)
above, then the registered owners thereof shall thereafter be entitled only
to payment out of the money or Defeasance Obligations deposited as aforesaid.
Except as otherwise provided in this Section, neither Defeasance Obligations
nor moneys deposited with the Registration Agent pursuant to this Section nor
principal or interest payments on any such Defeasance Obligations shall be withdrawn
or used for any purpose other than, and shall be held in trust for, the payment
of the principal and premium, if any, and interest on said Bonds; provided that
any cash received from such principal or interest payments on such Defeasance
Obligations deposited with the Registration Agent, (A) to the extent such cash
will not be required at any time for such purpose, shall be paid over to the
Metropolitan Government as received by the Registration Agent and (B) to the
extent such cash will be required for such purpose at a later date, shall, to
the extent practicable, be reinvested in Defeasance Obligations maturing at
times and in amounts sufficient to pay when due the principal and premium, if
any, and interest to become due on said Bonds on or prior to such redemption
date or maturity date thereof, as the case may be, and interest earned from
such reinvestments shall be paid over to the Metropolitan Government, as received
by the Registration Agent.

ARTICLE VII.

SALE OF BONDS AND
DEPOSIT OF PROCEEDS
Section 7.1. Sale of Bonds. The Bonds shall be sold at competitive sale at a
price of not less than ninety-nine percent (99%) of par (exclusive of any original
issue discount on the Bonds), plus accrued interest. To facilitate the sale
of the Bonds in a manner that is in the best interest of the Metropolitan Government,
the Director of Finance, in consultation with the Financial Advisor, is authorized
to offer for sale an aggregate principal amount of the Bonds less than that
authorized herein, retire a lesser portion of the Commercial Paper than authorized
herein, to change the dated date of the Bonds to a date other than the Closing
Date, to change the designation of the Bonds to a designation other than "General
Obligation Bonds, Series 2006B", to alter the maturity dates for the Bonds
(provided the final maturity date is not later than August 1, 2026), to change
the redemption dates and prices, and to sell all or a portion of the Bonds as
term bonds with mandatory redemption requirements. The Bonds shall be sold at
public sale by physical delivery of bids or by electronic bidding by means of
an Internet bidding service as shall be determined by the Director of Finance.
The Bonds shall be awarded by the Metropolitan Council to the bidder whose bid
results in the lowest true interest cost to the Metropolitan Government, provided
the aggregate true interest cost on the Bonds does not exceed 5.50% per annum.
The Metropolitan Mayor, the Director of Finance and the Metropolitan Clerk,
or any of them, are authorized to cause the Bonds to be authenticated and delivered
by the Registration Agent to the successful bidder and to execute, publish,
and deliver all certificates and documents, including an official statement
and closing certificates, as they shall deem necessary in connection with the
sale and delivery of the Bonds. The Director of Finance, as he shall deem to
be advantageous to the Metropolitan Government in consultation with the Financial
Advisor, is authorized to sell the Bonds (1) simultaneously with any other bonds
or notes authorized by resolution or resolutions of the Metropolitan Council;
(2) as a single issue of bonds with any other bonds with substantially similar
terms authorized by resolution of the Metropolitan Council; and/or (3) in one
or more emissions or series. In doing so, the Director of Finance is authorized
to change the designation of the Bonds to a designation other than "General
Obligation Bonds". The form of Bond set forth in Exhibit A shall be conformed
to reflect the changes, if any, described above.
The Metropolitan Clerk shall cause notice of the sale to be published in accordance
with Tennessee law.
The Metropolitan Mayor, the Director of Finance, and the Metropolitan Clerk,
or any of them, are authorized to cause the Bonds to be authenticated and delivered
by the Registration Agent to the original purchaser of the Bonds and to execute,
publish, and deliver all certificates and documents, including the Official
Statement, and closing certificates and documents, as they shall deem necessary
in connection with the sale and delivery of the Bonds.
The Director of Finance shall cause, if advantageous to the Metropolitan Government,
all or a portion of the Bonds to be insured by a bond insurance policy issued
by a nationally recognized bond insurance company, and, in connection therewith,
the Metropolitan Mayor, the Director of Finance, and the Metropolitan Clerk,
or any of them, are hereby authorized to execute such certificates and agreements
as may be required by any bond insurer, provided that such agreements are not
inconsistent with the terms of this Bond Resolution.
Section 7.2. Official Statement. The Metropolitan Mayor and Director of Finance,
working with the Financial Advisor are hereby authorized and directed to provide
for the preparation and distribution, which may include electronic distribution,
of a Preliminary Official Statement describing the Bonds (the "Preliminary
Official Statement"). After the Bonds have been sold, the Metropolitan
Mayor and Director of Finance shall make such completions, omissions, insertions
and changes in the Preliminary Official Statement not inconsistent with the
Bond Resolution as are necessary or desirable to complete it as a final Official
Statement for the Bonds for purposes of Rule 15c2-12(e)(3) of the Securities
and Exchange Commission. The Metropolitan Mayor and Director of Finance shall
arrange for the delivery to the successful bidder on the Bonds of a reasonable
number of copies of the Official Statement within seven business days after
the Bonds have been sold for delivery by such bidder to each potential investor
requesting a copy of the Official Statement.
The Metropolitan Mayor and Director of Finance are authorized, on behalf of
the Metropolitan Government, to deem the Preliminary Official Statement and
the Official Statement in final form, each to be final as of its date within
the meaning of Rule 15c2-12(b)(1), except for the omission in the Preliminary
Official Statement of certain pricing and other information allowed to be omitted
pursuant to such Rule 15c2-12(b)(1). The distribution of the Preliminary Official
Statement and the Official Statement in final form shall be conclusive evidence
that each has been deemed in final form as of its date by the Metropolitan Government
except for the omission in the Preliminary Official Statement of such pricing
and other information.
Section 7.3. Disposition of Bond Proceeds. The proceeds of the sale of the Bonds
shall be disbursed as follows:
(a) An amount representing accrued interest on the Bonds from the dated date
to the closing date shall be deposited to the appropriate fund of the Metropolitan
Government to be used to pay interest on the Bonds on the first interest payment
date following delivery of the Bonds.
(b) An amount which will be sufficient to retire the Commercial Paper at maturity
shall be deposited to the Commercial Paper Fund established by the Issuing and
Paying Agency Agreement, dated August 6, 2003, between the Metropolitan Government
and Deutsche Bank Trust Company Americas (the "Issuing and Paying Agent"),
and invested by the Issuing and Paying Agent as directed by the Metropolitan
Treasurer until needed to retire the Commercial Paper. Any amounts remaining
with the Issuing and Paying Agent after the retirement of the Commercial Paper
shall be transferred to the appropriate fund of the Metropolitan Government
to be used to pay interest on the Bonds on the first interest payment date following
delivery of the Bonds.
(c) An amount designated by the Director of Finance shall be placed in a special
fund of the Metropolitan Government (the "2006B Public Improvement Construction
Fund") to be kept separate and apart from all other funds of the Metropolitan
Government, which fund may bear such designation as the Director of Finance
shall determine. The 2006B Public Improvement Construction Fund shall be disbursed
solely to pay the costs of the Projects, including all legal, fiscal, architectural,
administrative and engineering costs incident thereto and reimbursing the Metropolitan
Government for funds previously expended for the Projects. Any funds remaining
in the 2006B Public Improvement Construction Fund after completion of the Projects
and payment of authorized expenses shall be paid to the appropriate fund of
the Metropolitan Government to be used to pay interest on the Bonds. Moneys
in the 2006B Public Improvement Construction Fund shall be invested as directed
by the Metropolitan Treasurer in such investments as shall be permitted by applicable
law and, until completion of the Projects, the earnings thereon shall be retained
in the 2006B Public Improvement Construction Fund.
(d) The remaining proceeds of the sale of the Bonds shall be used to pay the
costs of issuance and sale of the Bonds including necessary legal, accounting
and fiscal expenses, printing, engraving, advertising and similar expenses,
administrative and clerical costs, rating agency fees, Registration Agent fees,
and other necessary miscellaneous expenses incurred in connection with the issuance
and sale of the Bonds. Any funds remaining after payment of said expenses shall
be used to pay interest on the Bonds on the first interest payment date following
delivery of the Bonds.
Section 7.4. Non-Arbitrage Certification. The Metropolitan Government recognizes
that the purchasers and owners of the Bonds will have accepted them on, and
paid therefor a price that reflects, the understanding that interest thereon
is excludable from gross income for purposes of federal income taxation under
laws in force on the date of delivery of the Bonds. In this connection, the
Metropolitan Government agrees that it shall take no action which may cause
the interest on any of said Bonds to be included in gross income for purposes
of federal income taxation. It is the reasonable expectation of the Metropolitan
Council that the proceeds of the Bonds will not be used in a manner which will
cause the Bonds to be "arbitrage bonds" within the meaning of Section
148 of the Code, and to this end the said proceeds of the Bonds and other related
funds established for the purposes herein set out shall be used and spent expeditiously
for the purposes described herein. The Metropolitan Council further covenants
and represents that in the event it shall be required by Section 148(f) of the
Code to pay any investment proceeds of the Bonds to the United States government,
it will make such payments as and when required by said Section 148(f) and will
take such other actions as shall be necessary or permitted to prevent the interest
on the Bonds from being included in gross income for federal income tax purposes.
The Metropolitan Mayor and the Director of Finance, or either of them, are authorized
and directed to make such certifications in this regard in connection with the
sale of the Bonds as either or both shall deem appropriate, and such certifications
shall constitute a representation and certification of the Metropolitan Government.

ARTICLE VIII.

MISCELLANEOUS
Section 8.1. Failure to Present Bonds.
(a) Subject to the provisions of Section 3.7 hereof, in the event any Bond shall
not be presented for payment when the principal or redemption price hereof becomes
due, either at maturity or at the date fixed for prior redemption thereof or
otherwise, and in the event monies sufficient to pay such Bond shall be held
by the Registration Agent for the benefit of the Owner thereof, all liability
of the Metropolitan Government to such Owner for the payment of such Bond shall
forthwith cease, determine, and be completely discharged. Whereupon, the Registration
Agent shall hold such monies, without liability for interest thereon, for the
benefit of the Owner of such Bond who shall thereafter be restricted exclusively
to such monies for any claim under the Resolution or on, or with respect to,
said Bond.
(b) If any Bond shall not be presented for payment within a period of five years
following the date when such Bond becomes due, whether by maturity or otherwise,
the Registration Agent shall, subject to the provisions of any applicable escheat
or other similar law, pay to the Metropolitan Government any monies then held
by the Registration Agent for the payment of such Bond and such Bond shall (subject
to the defense of any applicable statute of limitation) thereafter constitute
an unsecured obligation of the Metropolitan Government.
Section 8.2. Payments Due on Saturdays, Sundays, and Holidays. In any case where
the date of maturity or interest on or principal of any Bond, or the date fixed
for redemption of any Bond, shall be a Saturday or Sunday or shall be, at the
place designated for payment, a legal holiday or a day on which banking institutions
similar to the Registration Agent are authorized by law to close, then the payment
of the interest on, or the principal, or the redemption price of, such Bond
need not be made on such date but must be made on the next succeeding day not
a Saturday, Sunday, or a legal holiday or a day upon which banking institutions
similar to the Registration Agent are authorized by law to close, with the same
force and effect as if made on the date of maturity or the date fixed for redemption,
and no interest shall accrue for the period after such date.
Section 8.3. Miscellaneous Acts. The appropriate officers of the Metropolitan
Government are hereby authorized, empowered, and directed to do any and all
such acts and things, and to execute, acknowledge, deliver, and, if applicable
file or record, or cause to be filed or recorded, in any appropriate public
offices, all such documents, instruments, and certifications, in addition to
those acts, things, documents, instruments, and certifications hereinbefore
authorized and approved, as may, in their discretion, be necessary or desirable
to implement or comply with the intent of the Bond Resolution, or any of the
documents herein authorized and approved, or for the authorization, issuance,
and delivery by the Metropolitan Government of the Bonds.
Section 8.4. Amendment. The Metropolitan Council is hereby authorized to make
such amendments to the Bond Resolution as will not impair the rights of the
Bondholders.
Section 8.5. No Recourse Under Bond Resolution or on Bonds. All stipulations,
promises, agreements, and obligations of the Metropolitan Government contained
in the Initial Resolutions or the Resolution shall be deemed to be the stipulations,
promises, agreements, and obligations of the Metropolitan Government and not
of any officer, director, or employee of the Metropolitan Government in his
or her individual capacity, and no recourse shall be had for the payment of
the principal of or interest on the Bonds or for any claim based thereon or
on the Initial Resolution or the Resolution against any officer, director, or
employee of the Metropolitan Government or against any official or individual
executing the Bonds.
Section 8.6. Partial Invalidity. If any one or more of the provisions of the
Bond Resolution, or of any exhibit or attachment thereto, shall be held invalid,
illegal, or unenforceable in any respect, by final decree of any court of lawful
jurisdiction, such invalidity, illegality, or unenforceability shall not affect
any other provision hereof, or of any exhibit or attachment thereto, but the
Bond Resolution, and the exhibits and attachments thereto, shall be construed
the same as if such invalid, illegal, or unenforceable provision had never been
contained herein, or therein, as the case may be.
Section 8.7. Continuing Disclosure. The Metropolitan Government hereby covenants
and agrees that it will provide financial information and material event notices
as required by Rule 15c2-12 of the Securities Exchange Commission for the Bonds.
The Mayor is authorized to execute at the Closing of the sale of the Bonds,
an agreement for the benefit of and enforceable by the owners of the Bonds specifying
the details of the financial information and material event notices to be provided
and its obligations relating thereto. Failure of the Metropolitan Government
to comply with the undertaking herein described and to be detailed in said closing
agreement, shall not be a default hereunder, but any such failure shall entitle
the owner or owners of any of the Bonds to take such actions and to initiate
such proceedings as shall be necessary and appropriate to cause the Metropolitan
Government to comply with its undertaking as set forth herein and in said agreement,
including the remedies of mandamus and specific performance.
Section 8.8. Amendment to Substitute Resolution No. RS2006-1269. Section 2.4(b)(ii)
is hereby amended to change the reference to "11:00 a.m." to "9:30
a.m." and the reference to "10:00 a.m." to "9:00 a.m.".
Section 8.9 Conflicting Resolutions Repealed. All resolutions or parts thereof
in conflict herewith are, to the extent of such conflict, hereby repealed.
Section 8.10 Effective Date. This Bond Resolution shall take effect from and
after its adoption, the welfare of the Metropolitan Government requiring it.